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April 23, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Heartport, Inc. (the "Company")
Withdrawal of Form S-3 Registration
Statement, As Amended, Filed on
July 11, 1997, File No. 333-31161
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Ladies and Gentlemen:
Please be advised that the Company hereby requests that the
above-referenced Form S-3 Registration Statement and all Post-Effective
Amendments thereto (collectively, the "Registration Statement") be withdrawn
pursuant to the provisions of Rule 477 of the rules and regulations under the
Securities Act of 1933. The securities covered by the Registration Statement
were issued pursuant to Rule 144A on April 18, 1997. The Company is no longer
contractually obligated to keep the Registration Statement effective.
Please call the undersigned at (650) 482-4429 if you have any comments or
if we can furnish any additional information or otherwise be of assistance.
Very truly yours,
/s/ Bradford J. Shafer
Bradford J. Shafer
General Counsel and Secretary
BJS:cr
